Common use of Independent Examination Clause in Contracts

Independent Examination. Within fifteen (15) days after NRG receives any computation from the Tax Indemnitee, NRG may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG review and determine on a confidential basis the amount of any indemnity payment by NRG to the Tax Indemnitee pursuant to this Section 12.2 or any payment by a Tax Indemnitee to NRG pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRG, as the case may be, to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRG, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRG, as the case may be, shall have sole control over the positions taken with respect to such party’s tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRG; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm shall be requested to make its determination within thirty (30) days.

Independent Examination. Within fifteen (15) 15 days after NRG Xxxxx City receives any computation from the Tax Indemnitee, NRG Xxxxx City may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Xxxxx City review and determine on a confidential basis the amount of any indemnity payment by NRG Xxxxx City to the Tax Indemnitee pursuant to this Section 12.2 SECTION 10.2 or any payment by a Tax Indemnitee to NRG Xxxxx City pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG Xxxxx City shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGXxxxx City, as the case may be, to maintain the confidentiality of such information, and provided further PROVIDED FURTHER that neither any Tax Indemnitee nor NRG Xxxxx City shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGXxxxx City, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGXxxxx City, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGXxxxx City; provided PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG Xxxxx City and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 SECTION 10.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG EME receives any computation from the Tax Indemnitee, NRG EME may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG EME review and determine on a confidential basis the amount of any indemnity payment by NRG EME to the Tax Indemnitee pursuant to this Section SECTION 12.2 or any payment by a Tax Indemnitee to NRG EME pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG EME shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGEME, as the case may be, to maintain the confidentiality of such information, and provided further PROVIDED FURTHER that neither any Tax Indemnitee nor NRG EME shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGEME, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGEME, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGEME; provided PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG EME and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section SECTION 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG Xxxxx City receives any computation from the Tax Indemnitee, NRG Xxxxx City may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Xxxxx City review and determine on a confidential basis the amount of any indemnity payment by NRG Xxxxx City to the Tax Indemnitee pursuant to this Section 12.2 10.2 or any payment by a Tax Indemnitee to NRG Xxxxx City pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG Xxxxx City shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGXxxxx City, as the case may be, to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG Xxxxx City shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGXxxxx City, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGXxxxx City, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGXxxxx City; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG Xxxxx City and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 10.2 and that matters of interpretation of this Participation Agreement or any other 51 Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG the Company ----------------------- receives any computation from the a Tax Indemnitee, NRG the Company may request in writing that an independent public accounting firm jointly selected by the Tax Indemnitee and reasonably acceptable to NRG the Company review and determine on a confidential basis the amount of any indemnity payment by NRG the Company to the Tax Indemnitee pursuant to this Section 12.2 9.2 or any payment by a Tax Indemnitee to NRG the Company pursuant to paragraph (eSection 9.2(e) or (fSection 9.2(f) below. The Tax Indemnitee and NRG shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determinationdetermination provided, provided that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRG, as the case may be, Indemnitee to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRG, as the case may be, reasonably deems to be confidential in connection with such verification, and the . The parties hereto agree that such each Tax Indemnitee, or NRG, as the case may be, Indemnitee shall have sole control over the positions taken with respect to such party’s its own tax returns and filings. The parties hereto further agree that the independent public accounting firm's sole responsibility shall be to verify the computation of any payment pursuant to this Section 9.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant's responsibility. The fees and disbursements of such accounting firm will be paid by NRGthe Company; provided that such fees and disbursements will be paid by the Tax Indemnitee (other than the Lease Indenture Trustee or the Pass Through Trustees, unless the inaccuracy of such Person's computation is the result of negligence or willful misconduct) if the accountants determine that verification results in an adjustment in the present value Company's favor of five percent or more of the total indemnity payment or payments as calculated computed by the Tax Indemnitee is more than 105 percent (determined using a discount rate of the present value of the correct payments (such present values in each case to be determined by the Discount Ratesix percent). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG the Company and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibilityIndemnitee (absent manifest error). Such accounting firm shall be requested to make its determination within thirty (30) with 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG SEMA receives any computation from the Tax Indemnitee, NRG SEMA may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG SEMA review and determine on a confidential basis the amount of any indemnity payment by NRG SEMA to the Tax Indemnitee pursuant to this Section 12.2 ------- 10.2 or any payment by a Tax Indemnitee to NRG SEMA pursuant to paragraph (e) or (f) ---- below. The Tax Indemnitee and NRG SEMA shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in XXXXXXXXX PARTICIPATION AGREEMENT (L1) -------------------------------------- writing in a manner satisfactory to the Tax Indemnitee, or NRGSEMA, as the case may be, to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG SEMA shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGSEMA, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGSEMA, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGSEMA; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG SEMA and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 10.2 and that matters of interpretation of this Participation ------------ Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG Xxxxx City receives any computation from the Tax Indemnitee, NRG Xxxxx City may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Xxxxx City review and determine on a confidential basis the amount of any indemnity payment by NRG Xxxxx City to the Tax Indemnitee pursuant to this Section 12.2 SECTION 10.2 or any payment by a Tax Indemnitee to NRG Xxxxx City pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG Xxxxx City shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGXxxxx City, as the case may be, to maintain the confidentiality of such information, and provided further PROVIDED FURTHER that neither any Tax Indemnitee nor NRG Xxxxx City shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGXxxxx City, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGXxxxx City, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGXxxxx City; provided PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG Xxxxx City and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm shall be requested to make its determination within thirty (30) days.this

Independent Examination. Within fifteen (15) 15 days after NRG the Company receives any computation from the a Tax Indemnitee, NRG the Company may request in writing that an independent public accounting firm jointly selected by the Tax Indemnitee and reasonably acceptable to NRG the Company review and determine on a confidential basis the amount of any indemnity payment owed by NRG the Company to the Tax Indemnitee pursuant to this Section 12.2 or (and/or the amount of any reverse payment owed by a the Tax Indemnitee to NRG the Company pursuant to paragraph (eSection 12.2(e) or (fSection 12.2(f) below). The Tax Indemnitee and NRG shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination; provided, provided that (i) such accounting firm shall agree in writing in a manner reasonably satisfactory to the Tax Indemnitee, or NRG, as the case may be, Indemnitee to maintain the confidentiality of such information, information and provided further that (ii) neither any Tax Indemnitee nor NRG the Company shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGthe Company, as the case may be, reasonably deems to be confidential in connection with such verification, and the . The parties hereto agree that such each Tax Indemnitee, or NRG, as the case may be, Indemnitee shall have sole control over the positions taken with respect to such party’s its own tax returns and filings. The parties hereto further agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. The fees and disbursements of such the accounting firm will be paid for by NRG; provided that such the Company, unless the verification results in an adjustment in the Company’s favor of the lesser of (i) $100,000 and (ii) five percent or more of the present value of the aggregate indemnity payment or payments computed by the Tax Indemnitee (determined using a discount rate of six percent), in which case the fees and disbursements will be paid for by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate)Indemnitee. In the event such the accounting firm determines that such the Tax Indemnitee’s computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG the Company and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibilityIndemnitee (absent manifest error). Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG Old Dominion receives any computation from the Tax Indemnitee, NRG Old Dominion may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Old Dominion review and determine on a confidential basis the amount of any indemnity payment by NRG Old Dominion to the Tax Indemnitee pursuant to this Section 12.2 paragraph (a) above or any payment by a Tax Indemnitee to NRG Old Dominion pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG shall cooperate with such accounting firm and supply it with all information reasonably documentation and records necessary for the accounting firm to conduct such review and determinationdetermination (including relevant data from the Indemnitee's income tax returns but not such returns themselves), provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRG, as the case may be, Indemnitee to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRG, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRG, as the case may be, shall have sole control over the positions taken with respect to such party’s tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRG; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 8.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such The fees and disbursements of such accounting firm shall will be requested paid by Old Dominion, PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the verification results in an adjustment in Old Dominion's favor of ten percent or more of the net present value (using a discount rate equal to make its determination within thirty (30the rate of interest on underpayments of federal income tax for the period in question and calculating such value as of the date such payment becomes due and payable under this Agreement) daysof the indemnity payment or payments computed by the Tax Indemnitee.

Independent Examination. With respect to the exercise of rights by the Tax Indemnitee under Section 9.2(d) of the Participation Agreement, the Tax Indemnitee shall, to the extent permitted under Section 9.2(d) of the Participation Agreement, grant the Sublessee a power of attorney to act on behalf of the Tax Indemnitee, provided that no Sublease Event of Default shall have occurred and be occurring. Within fifteen (15) 30 days after NRG the Sublessee receives any computation from the Tax IndemniteeIndemnitee pursuant to Section 21.1(c)(ii)(A) above, NRG the Sublessee may request in writing that an independent public accounting firm jointly selected by the Tax Indemnitee and reasonably acceptable to NRG the Sublessee review and determine on a confidential basis the amount of any indemnity payment payable by NRG the Sublessee to the Tax Indemnitee pursuant to this Section 12.2 21.1 or any payment by a the Tax Indemnitee to NRG the Sublessee pursuant to paragraph (eSection 21.1(e) or (fSection 21.1(f) below. The Tax Indemnitee and NRG shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, ; provided that such accounting firm shall agree in writing in a manner reasonably satisfactory to the Tax Indemnitee, or NRG, as the case may be, Indemnitee to maintain the confidentiality of such information; and provided, and provided further further, that neither any the Tax Indemnitee nor NRG shall not be required to disclose any of its provide income tax returns or books that such Tax Indemnitee or NRG, as the case may be, reasonably deems to be confidential in connection with such verification, and the returns. The parties hereto agree that such the Tax Indemnitee, or NRG, as the case may be, Indemnitee shall have sole control over the positions taken with respect to such party’s its own tax returns and filings. The parties hereto further agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 21.1 and that matters of interpretation of this Facility Sublease or any other Operative Document are not within the scope of the independent accountant’s responsibility. The fees and disbursements of such accounting firm will be paid by NRGthe Sublessee; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that verification results in an adjustment in the present value Sublessee’s favor of five percent or more of the total indemnity payment or payments as calculated computed by the Tax Indemnitee is more than 105 percent (determined using a discount rate of the present value of the correct payments (such present values in each case to be determined by the Discount Ratesix percent). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG the Sublessee and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibilityIndemnitee (absent manifest error). Such accounting firm shall be requested to make makes its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) days after NRG receives any computation Subject to the other provisions of this Section 2.9, Buyer shall have the right during the period beginning on the date hereof and continuing through the date that is [omitted] from the Tax Indemniteedate hereof (the “Examination Period”) to conduct land and title work and diligence on the Leases and Units and environmental assessments, NRG may independently on its own behalf and account, to (i) examine and make copies of all Records, (ii) conduct an on-site inspection of all well sites and appurtenant equipment and facilities located in the Units and on the lands covered by the Leases or lands spaced, pooled or unitized therewith, and (iii) conduct any other reasonable examinations, inspections, and investigations that Buyer considers appropriate for its due diligence review of such matters (“Independent Title and Environmental Review”) (such environmental assessments to be * Portions of this exhibit (indicated by [omitted]) have been omitted pursuant to a request in writing that an independent public accounting for confidential treatment and have been separately filed with the Securities and Exchange Commission. conducted by [omitted] or another reputable environmental consulting or engineering firm selected by the Tax Indemnitee Buyer and reasonably acceptable approved by Seller, such approval not to NRG review be unreasonably withheld, conditioned or delayed), and determine on a confidential basis the amount may, by delivery of any indemnity payment by NRG Notice to Seller prior to the Tax Indemnitee pursuant expiration of the Examination Period (or, in the case of Special Warranty Title Defects, prior to this Section 12.2 [omitted]), assert the existence of an alleged Title Defect with respect to any of the Leases of Lavaca and/or Units or an Environmental Defect (“Defect Notice”). All such due diligence activities shall be conducted by Buyer at Buyer’s sole cost, risk, and expense. No claims for Title Defects or Environmental Defects arising at Leases and Units may be submitted after the Examination Period, and any payment matters that may otherwise constitute Title Defects or Environmental Defects arising at Leases and Units, but for which Buyer has not delivered a Defect Notice to Seller prior to the expiration of the Examination Period, shall be deemed to have been waived by a Tax Indemnitee Buyer for all purposes and shall constitute Permitted Encumbrances; provided, however, that Buyer may make claims for Special Warranty Title Defects on or before [omitted]. From and after the date hereof until the expiration of the Examination Period, Seller shall (i) allow, and shall cause each of its Representatives to NRG pursuant allow, Buyer and its Representatives reasonable access during normal business hours to paragraph Seller’s personnel and Employees, facilities, properties, and Records in connection with the Independent Title and Environmental Review, and (eii) or (f) below. The Tax Indemnitee make available to Buyer and NRG shall cooperate its Representatives, upon reasonable notice during normal business hours, Seller’s personnel and employees knowledgeable with such accounting firm respect to title and supply it with all information reasonably necessary for environmental matters relating to the accounting firm to conduct such review Companies and determinationthe Company Assets, provided that such accounting firm Independent Title and Environmental Review shall agree in writing be conducted in a manner satisfactory that does not unreasonably interfere with the operations of Seller and its Affiliates. Seller shall cooperate with Buyer to facilitate Buyer’s diligence of the Company Oil and Gas Properties, including its inspection of the Records. Seller shall use its commercially reasonable efforts to obtain permission from any Third Party operator of any xxxxx located in the Units or on the lands covered by the Lease or on lands spaced, pooled or unitized therewith to provide Buyer with reasonable access to the Tax Indemniteephysical premises of each such well site and the equipment and facilities appurtenant thereto. Prior to the Closing Date, Buyer shall not disclose any environmental sampling and testing results to any Third Party (other than Buyer’s Representatives) unless required by applicable Law, provided that if Buyer believes it may have an obligation to disclose such results to a Third Party it will promptly notify and consult with Seller regarding such belief and will in good faith consider any information Seller provides in evaluating such potential disclosure obligation, and, provided further, that if Seller concludes that disclosure is required Seller may make such disclosure, it being understood that if Seller fails to timely make such disclosure and Buyer is legally obligated to do so, Buyer shall be entitled to make the relevant disclosure as required. During the Examination Period, Buyer shall provide Notice to Seller of any Title Defect or NRGEnvironmental Defect as promptly as practicable after Buyer has actual knowledge of any matter that Buyer considers to be a Title Defect or an Environmental Defect and sufficient information to provide the items required to be included in a Defect Notice, as provided in Section 2.9(c); provided that the case may be, failure to maintain the confidentiality of provide such information, and provided further that neither any Tax Indemnitee nor NRG notice shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRG, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRG, as the case may be, shall have sole control over the positions taken not prejudice Buyer’s rights hereunder with respect to such party’s tax returns and filingsTitle Defect or Environmental Defect, except insofar as Seller is prejudiced by such failure; provided further that, to the extent that [omitted]. The fees fees, costs, and disbursements of such accounting firm will be paid expenses incurred by NRG; provided that such fees Buyer in conducting its Independent Title and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 and that matters of interpretation of this Participation Agreement Environmental Review or any other Operative Document are not within the scope of the independent accountant’s responsibility. Such accounting firm due diligence investigation shall be requested borne by Buyer for its sole account. * Portions of this exhibit (indicated by [omitted]) have been omitted pursuant to make its determination within thirty (30) daysa request for confidential treatment and have been separately filed with the Securities and Exchange Commission.

Independent Examination. Within fifteen (15) days after NRG Guarantor receives any computation from the Tax Indemnitee, NRG Guarantor may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Guarantor review and determine on a confidential basis the amount of any indemnity payment by NRG Guarantor to the Tax Indemnitee pursuant to this Section 12.2 SECTION 6.3 or any payment by a Tax an Indemnitee to NRG Guarantor pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG Guarantor shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGGuarantor, as the case may be, to maintain the confidentiality of such information, and provided further PROVIDED FURTHER that neither any Tax Indemnitee nor NRG Guarantor shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGGuarantor, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGGuarantor, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGGuarantor; provided PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The PARTICIPATION AGREEMENT 44 computations of the accounting firm shall be final, binding and conclusive upon NRG Guarantor and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 SECTION 6.3 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) days.

Independent Examination. Within fifteen (15) 15 days after NRG Midwest receives any computation from the Tax Indemnitee, NRG Midwest may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG Midwest review and determine on a confidential basis the amount of any indemnity payment by NRG Midwest to the Tax Indemnitee pursuant to this Section 12.2 14.2 or any payment by a Tax Indemnitee to NRG Midwest pursuant to paragraph (e) or (f) below. The Tax Indemnitee and NRG Midwest shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided PROVIDED that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGMidwest, as the case may be, to maintain the confidentiality of such information, and provided further PROVIDED FURTHER that neither any Tax Indemnitee nor NRG Midwest shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGMidwest, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGMidwest, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGMidwest; provided PROVIDED that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG Midwest and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 14.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.

Independent Examination. Within fifteen (15) 15 days after NRG SEMA receives any computation from the Tax Indemnitee, NRG SEMA may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to NRG SEMA review and determine on a confidential basis the amount of any indemnity payment by NRG SEMA to the Tax Indemnitee pursuant to this Section 12.2 10.2 or any payment by a Tax Indemnitee to NRG SEMA pursuant to paragraph ------------ (e) or (f) below. The Tax Indemnitee and NRG SEMA shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination, provided that such accounting firm shall agree in writing in a manner satisfactory to the Tax Indemnitee, or NRGSEMA, as the case may be, to maintain the confidentiality of such information, and provided further that neither any Tax Indemnitee nor NRG SEMA shall be required to disclose any of its tax returns or books that such Tax Indemnitee or NRGSEMA, as the case may be, reasonably deems to be confidential in connection with such verification, and the parties hereto agree that such Tax Indemnitee, or NRGSEMA, as the case may be, shall have sole control over the positions taken with respect to such party’s 's tax returns and filings. The fees and disbursements of such accounting firm will be paid by NRGSEMA; provided that such fees and disbursements will be paid by the Tax Indemnitee if the accountants determine that the present value of the total payments as calculated by the Tax Indemnitee is more than 105 percent of the present value of the correct payments (such present values in each case to be determined by the Discount Rate). In the event such accounting firm determines that such computations are incorrect, then such firm shall determine what it believes to be the correct computations. The computations of the accounting firm shall be final, binding and conclusive upon NRG SEMA and the Tax Indemnitee. The parties hereto agree that the independent public accounting firm’s 's sole responsibility shall be to verify the computation of any payment pursuant to this Section 12.2 10.2 and that matters of interpretation of this ------------ Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s 's responsibility. Such accounting firm shall be requested to make its determination within thirty (30) 30 days.